SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

October 1, 2010
  Marc N. Casper President and Chief Executive Officer Thermo Fisher Scientific, Inc. 81 Wyman Street P.O. Box 9046 Waltham, MA  02454
Re: Thermo Fisher Scientific
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010
File No. 001-8002
 Dear Mr. Casper:
We have limited our review of your filing to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to the comment, we may have additional comments.
Executive Compensation, page 54

1. We note your response to prior comment 2 and co ntinue to believe th at you could provide
greater clarification regarding the company-wide non-financial measures that are utilized
in determining the amount of the annual cash incentive bonuses.  Please enhance your
disclosure in your future a pplicable filings to provid e greater clarification or
quantification of what leve l of performance was nece ssary in order for your
compensation committee to determine that each  measure was achieved.  For example,
your disclosure should address what level of  organic revenue growth relative to your
peers was necessary in order for your comp ensation committee to determine that the

Marc N. Casper
Thermo Fisher Scientific, Inc. October 1, 2010 Page 2
target had been met for this measure and id entify to which peer group you are referring.
We note in this regard that you define thre e separate peer groups on page 13 of your
proxy statement.  Also, please clarify whether these measures were equally weighted or
whether some measures were given more wei ght than others.  Please confirm that in
future filings, as applicable, you will provide greater clarification and, where applicable,
quantification for each of the targets utilized in determin ing the incentive bonus payments
made to the named executive officers in the prior year.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.     In responding to our comments, please pr ovide a written statement from the company
acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

Please contact Joseph McCann at (202) 551-6262, or Tim Buchmiller, Senior Attorney, at
(202) 551-3635 if you have questions on the comments.     Sincerely,     Russell Mancuso
 Branch Chief
   cc:  Seth H. Hoogasian, Esq. – Senior  Vice President and General Counsel